The call to oust Mark Zuckerberg is coming from inside the house.
A group of investors have teamed up in an effort to replace the Facebook CEO and board chairman with an independent voice. The plan, put forth in an April 12 SEC filing, doesn’t mince words in its critique of the 34-year-old fan of smoked meats.
“[Zuckerberg’s] dual-class shareholdings give him approximately 60% of Facebook’s voting shares, leaving the board, even with a lead independent director, with only a limited ability to check Mr. Zuckerberg’s power,” reads the statement supporting the proposal. “We believe this weakens Facebook’s governance and oversight of management.”
In other words, even Facebook investors think an unchecked Zuckerberg is bad for business. And in case that wasn’t clear enough, they lay out a few examples demonstrating, in their view, how miserably he’s screwed things up.
“We believe this lack of independent board Chair and oversight has contributed to Facebook missing, or mishandling, a number of severe controversies, increasing risk exposure and costs to shareholders,” the proposal reads.
It goes on to provide the following examples: “Russian meddling in U.S. elections,” “Sharing personal data of 87 million users with Cambridge Analytica,” “Data sharing with device manufacturers, including Huawei that is flagged by U.S. Intelligence as a national security threat,” “Proliferating fake news,” “Propagating violence in Myanmar, India, and South Sudan,” “Depression and other mental health issues, including stress and addiction,” and “Allowing advertisers to exclude black, Hispanic, and other ‘ethnic affinities’ from seeing ads.”
The plan, if adopted, would make “the Chair of the Board of Directors, whenever possible, be an independent member of the Board.”
Unsurprisingly, Facebook isn’t a fan. The company dismissed the need for an independent board chairperson, before reminding the investors in question that they don’t really have the votes to pull off this maneuver.
“In addition,” writes Facebook, “our stockholders rejected a similar proposal at our annual meeting of stockholders in 2017.”
Even though this specific attempt to pull Zuckerberg’s board chairmanship out from under him is destined to fail, the fact that it’s a recurring effort sends a warning of looming accountability to the CEO. If not today, then tomorrow. Time will tell if he listens.